Common use of Closing Statement and Payment Spreadsheet Clause in Contracts

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 3.04(a) and (ii) Parent of the Parent Financing Certificate pursuant to Section 3.04(b) and, in any event, not less than three (3) Business Days prior to the Effective Time and based upon the Company Certificate and the Parent Financing Certificate, the Company shall calculate the Company Value and deliver to Parent a schedule (the “Payment Spreadsheet”) setting forth (i) the Company’s good faith calculation of Aggregate Transaction Consideration, (ii) the portion of Aggregate Transaction Consideration payable to each holder of New JC Common Stock (including the allocation of shares of New Parent Class A Common Stock, shares of New Parent Class B Common Stock and the Cash Merger Consideration) and (iii) the number of Exchanged Options to be issued pursuant to Section 3.01(b)(vi). As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the parties hereto shall work together in good faith to finalize the calculation of the Aggregate Transaction Consideration and the Payment Spreadsheet. The allocation of the Aggregate Transaction Consideration and the information with respect to the exchange of Company Options into Exchanged Options set forth in the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by Parent and Merger Sub for purposes of issuing the Merger Consideration to the holders of New JC Common Stock and the conversion of Company Options into Exchanged Options pursuant to this Article III, absent manifest error. In issuing the Merger Consideration and converting the Company Options into the Exchanged Options pursuant to this Article III, Parent and Merger Sub shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 3.04(a4.07(a)(ii) and (ii) Parent Newco of the Parent Financing Newco Certificate pursuant to Section 3.04(b4.07(b)(ii) and, in any event, not less than three five (35) Business Days prior to the Effective Time Closing Date and based upon the Company Certificate and the Parent Financing Newco Certificate, the Company shall calculate the Company Value and deliver to Parent Newco a schedule (the “Payment Spreadsheet”) setting forth forth: (iu) the Company’s good faith estimate of the Closing Company Cash and the Closing Company Indebtedness (including the Identified Company Indebtedness (broken out by obligee and payment amount)), and the resulting calculation of Aggregate Transaction Consideration, the Company Value; (iiw) the portion of the Aggregate Transaction Consideration payable to each holder of New JC Common Stock Company Shares Outstanding with respect to such holder’s Company Shares Outstanding (including the allocation of shares of New Parent Class A Newco Common Stock), shares (x) the allocation of New Parent Class B Common Stock Newco Warrants pursuant to Section 4.03(a) among holders of outstanding and unexercised Company Warrants, (y) the Cash Merger Considerationallocation of Converted Notes pursuant to Section 4.03(c) among holders of outstanding and unexercised Company Convertible Notes and (z) the allocation of Converted Options and Converted RSUs pursuant to Section 4.03(b) and 4.04(b), respectively, among holders of unvested Company Equity Securities, with the Payment Spreadsheet required to satisfy the following criteria: (iiii) for each Company Shareholder, the product of the number of Exchanged Options shares of Newco Common Stock allocable to be such Company Shareholder multiplied by the Reference Price shall equal the product of the Per Share Equity Value multiplied by the number of issued and outstanding Company Shares owned by such Company Shareholder immediately before the Effective Time; and (ii) the shares of Newco Common Stock allocable to each of the holders of Company Shares Outstanding with respect to such holder’s Company Shares Outstanding, including the shares of Newco Common Stock issuable pursuant to Section 3.01(b)(vi4.03(a) and Section 4.04(a), shall equal the Aggregate Consideration. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the parties hereto DSAC Parties and their Representatives shall have a reasonable opportunity to review and discuss with the Company and its Representatives the Payment Spreadsheet and documentation provided in connection with the delivery of the Payment Spreadsheet and the Parties shall work together in good faith to finalize the calculation of the Aggregate Transaction Consideration and the Payment Spreadsheet. The calculation of Company Value, allocation of the Aggregate Transaction Consideration and the information with respect to the exchange allocation of Converted Options and Converted RSUs and payment of Identified Company Options into Exchanged Options Indebtedness at Closing set forth in the Payment Spreadsheet (as finalized in accordance with the immediately foregoing sentence) shall, to the fullest extent permitted by applicable Applicable Law, be final and binding on all parties and shall be used by Parent Newco and the Merger Sub for purposes of issuing the Merger Aggregate Consideration to the holders of New JC Common Stock and the conversion of Company Options into Exchanged Options Shareholders pursuant to this Article III4, absent manifest error. In issuing the Merger Aggregate Consideration and converting the Unvested Company Options into the Exchanged Converted Options and converting the Unvested Company RSUs into the Converted RSUs pursuant to this Article III4, Parent Newco and the Merger Sub shall, to the fullest extent permitted by applicable Applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 3.04(a3.08(a) and (ii) Parent of the Parent Financing Certificate pursuant to Section 3.04(b3.08(b) and, in any event, not less than three (3) Business Days prior to the Effective Time Closing Date and based upon the Company Certificate and the Parent Financing Certificate, Parent and the Company shall collectively calculate the Company Value, Aggregate Cash Consideration and Aggregate Stock Consideration and, based upon such calculations, the Company shall calculate the Company Value and deliver to Parent a schedule (the “Payment Spreadsheet”) setting forth (i) the Company’s good faith calculation of Aggregate Transaction Consideration, (ii) the portion of the Aggregate Transaction Consideration payable to the Blocker Member and each holder of New JC Common Stock Company Member (including the allocation of shares of New Parent Class A Common Stock, shares of New Parent Class B Common Stock and the Aggregate Cash Merger Consideration) and (iiiii) the number portion of the Aggregate Transaction Consideration that can be purchased pursuant to the Exchanged Options to be issued or acquired pursuant to Section 3.01(b)(vi)the Exchanged Units. As promptly as practicable following the Company’s delivery of the Payment Spreadsheet, the parties hereto shall work together in good faith to finalize the calculation of the Aggregate Transaction Consideration and the Payment Spreadsheet. The allocation of the Aggregate Transaction Consideration and the information with respect to the exchange of Company Options into Exchanged Options and Company Units into Exchanged Units set forth in the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by Parent and the Merger Sub Entities for purposes of issuing the Merger Aggregate Transaction Consideration to the holders of New JC Common Stock Blocker Member and the Company Members and the conversion of Company Options into Exchanged Options and the Company Units into Exchanged Units pursuant to this Article III, absent manifest error. In issuing the Merger Aggregate Transaction Consideration and converting the Company Options into the Exchanged Options pursuant to this Article III, Parent and the Merger Sub Entities shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

Closing Statement and Payment Spreadsheet. Promptly following delivery by (i) the Company of the Company Certificate pursuant to Section 3.04(a) and (ii) Parent of the Parent Financing Certificate pursuant to Section 3.04(b) and, in any event, not Not less than three five (35) Business Days prior to the Effective Time and based upon the Company Certificate and the Parent Financing CertificateTime, the Company shall calculate the Company Value and deliver to Parent a schedule (the “Payment Spreadsheet”) setting forth (iA) the Company’s good faith calculation of Aggregate Transaction Stock Consideration, (iiB) the allocation of MIP Aggregate Cash Consideration and MIP RSUs among the MIP Participants, (C) the portion of Aggregate Transaction Stock Consideration payable to each holder of New JC Common Company Capital Stock (including each holder of Company Preferred Stock pursuant to the Net Exercise and each holder of Accelerated Restricted Stock, but excluding any holder of Company Restricted Stock that is not Accelerated Restricted Stock), provided that this will be provided on an aggregate basis with respect to the holders of Company Common Stock, (D) the portion of the Aggregate Stock Consideration that can be purchased under the Exchanged Options, (E) the portion of the Aggregate Stock Consideration subject to the Exchanged Restricted Stock, (F) the portion of the Aggregate Stock Consideration available for future awards under the Stock Incentive Plan following the Effective Time (the “Company Equity Plan Unallocated Pool”) and (G) the allocation of shares of the New Parent Class A Common Stock, shares Warrants among the holders of New Parent Class B Common the Company Capital Stock and the Cash Merger Consideration) and (iii) the number including holders of Exchanged Options to be Company Preferred Stock issued pursuant to Section 3.01(b)(vithe Net Exercise and holders of Accelerated Restricted Stock, but excluding holders of Company Restricted Stock that is not Accelerated Restricted Stock). As promptly as practicable following the Company’s delivery of the Payment SpreadsheetSchedule, the parties hereto shall work together in good faith to finalize the calculation of the Aggregate Transaction Stock Consideration and the Payment Spreadsheet. The allocation of the Aggregate Transaction Stock Consideration, the MIP Consideration and the New Parent Warrants and the information with respect to the exchange of Company Options into Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock set forth in the Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by Parent and Merger Sub for purposes of issuing the Merger Consideration to the holders of New JC Common Company Capital Stock (including holders of Company Preferred Stock issued pursuant to the Net Exercise and holders of Accelerated Restricted Stock, but excluding holders of Company Restricted Stock that is not Accelerated Restricted Stock), and paying the MIP Consideration to the MIP Participants, and conversion of the Company Options into the Exchanged Options and the Company Restricted Stock into Exchanged Restricted Stock, in each case pursuant to this Article III, absent manifest error. In issuing the Merger Consideration and the MIP Consideration, and converting the Company Options into the Exchanged Options and Company Restricted Stock into Exchanged Restricted Stock pursuant to this Article III, Parent and Merger Sub shall, to the fullest extent permitted by applicable Law, be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.